General Terms and Conditions of Business (GTC)
auviso audio visual solutions ag
Version 3.1 – 01.01.2011
I. INTRODUCTION
auviso audio visual solutions ag (hereafter referred to as auviso) provides a comprehensive range of leasing, planning, design, development, realisation, implementation, training, maintenance and other services in the fields of video, audio, lighting and multimedia equipment, and rigging.
II. GENERAL PROVISIONS
1. Authoritativeness of GTC
If no agreements to the contrary have been confirmed in writing by auviso, the following General Terms and Conditions of Business (GTC) shall apply to delivery, installation and/or assembly, and to commissioning and leasing of rigging equipment, audio, video, lighting and multimedia equipment of any kind, and to all other services rendered by auviso. The Customer confirms its agreement with these GTC by placing an order. If these GTC do not contain any provisions, the provisions of the Swiss Code of Obligations shall next apply.
2. Scope of services
The scope of services shall be determined by the written contract.
If no written contract is drawn up, the scope of services shall be governed by the definitive detailed project and the confirmation of order.
3. Transferability of services
auviso shall be entitled to transfer to third parties fulfilment of individual obligations arising from the contract.
4. Customer's duty of cooperation
The Customer shall voluntarily provide auviso with the information on objectives, requirements, operational peculiarities, procedures, etc., necessary for fulfilment of the contract.
Should auviso not receive material information, or receive material information that is incorrect, late, or unsuitable for implementation of the order, auviso can invoice the Customer for the additional effort and/or expense incurred, irrespective of whether the Customer already had the required information at the appropriate juncture.
5. Invoice address different from the Customer's address
In the event of a different invoice address, auviso shall not assume any collection risk. Should the third party not settle the amount receivable, auviso reserves the right to demand the amount receivable from the Customer. The Customer is absolved only when the amount receivable has been discharged in full. A substitution of debtor is possible only with auviso's written assent.
6. Payment terms
The contract concluded shall govern the payment terms.
auviso reserves the right to call in all or part of the invoice amount in advance. This shall apply in particular to new customers and long-term leases.
7. Offsetting of amounts receivable
Offsetting by the Customer of amounts due from it to auviso is possible only with auviso's written assent.
8. Exclusion of auviso's liability
Unless these GTC specify provisions to the contrary and this is legally permissible, auviso's liability for damages is excluded. The provisions on warranty are reserved.
III. SPECIAL RENTAL PROVISIONS
This section applies to rent and the requisite fees and services. If other auviso services are connected with the rental the provisions of Section IV shall apply by analogy.
9. Commencement and end of the rental
The rent shall commence at the juncture at which the leased property leaves auviso's warehouse or, in the case of transportation by a third party, on surrender to the carrier. The rent shall cease on entry of the leased property into auviso's warehouse.
10. Use of the leased property
The leased property must be used with the required care exclusively by suitable and capable personnel. The Lessee must observe the instructions for use and safety regulations. The leased property must only be used for the intended purpose. It is also one of the Lessee's obligations to keep the leased property in an environment that is locked or under surveillance.
At any rate the leased equipment and accessories must be returned cleaned. The Lessee will be charged for any cleaning costs.
11. Licences, etc.
Any permits, licences, licensing rights, expert opinions of all kinds, static calculations, etc., must be obtained by the Lessee at the Lessee's expense. If permits cannot be obtained this entitles the Lessee to rescind the contract. The provisions regarding the Customer's rescission of contract (18) shall apply in this case.
12. Calculation of the rental price
Calculation of the rental price is based on the actual length of use (full days) of the leased equipment at the venue.
The minimum rental period is one day.
In the event of disproportionately long rental compared to the days of use, auviso shall reserve the right to adapt the rental price accordingly.
13. Remedying of defects
The Customer must check the items provided by auviso immediately on taking delivery thereof. The Customer must claim the entitlement to rectification of defects from auviso immediately upon discovery thereof, otherwise the entitlement to remedying of defects, substitute performance or reduction in the price shall be forfeit.
The Customer is aware that the leased property is subject to multiple use and is generally neither new nor free from wear and tear at the time of hand-over. Minor wear and tear and differences in colour or mass are therefore not deemed to be defects which prejudice the leased property's fitness for use.
14. Repair and maintenance of the leased property
If the leased property becomes defective during rental, the Lessee must immediately advise auviso thereof. If the Lessee omits to provide the notification it shall be liable for the resulting damage. Repairs will be undertaken exclusively by auviso or a person designated by it. If the Customer did not cause the defects auviso shall bear the repair costs.
If the Customer caused the defects the Customer shall bear the repair costs, even in the event of the Customer not being negligent.
15. Title to the leased property/Exclusion of right of retention
Auviso shall retain title to the leased equipment, including all accessories. Subletting or assignment of the lease, sale or pledging of the leased property is prohibited.
The Lessee shall have no right of retention over the leased property.
16. Liability
The Customer also assumes the liability for accidental damage to the leased equipment for the whole of the rental term. Carriage by third parties occurs at the Lessee's risk.
It is a matter for the Lessee to insure the equipment plus accessories against all risks at its expense.
The Lessee shall be fully liable for any damage, loss or theft. In the event of theft, the Customer shall be obliged to notify the police and to cause a police report to be prepared.
Under no circumstances shall auviso be liable for damage caused by the Customer, including improper use and ignorance of the way the leased property functions.
17. Return of the leased property
The Customer must return the leased property at the agreed time and place. In the event of late return the Customer shall owe the rental price according to the agreed daily rates for each day commenced. auviso reserves the right to assert further claims for compensation.
Leased equipment which is not returned or is damaged and the costs of procuring new equipment will be invoiced to the Customer.
18. Consequences of the Customer's rescission of contract
The Customer can cancel the lease agreement.
If the Customer cancels the agreement, it shall owe auviso the following share of the agreed invoice amount:
Cancellation by 30 days before commencement of lease: 25%
Cancellation by 10 days before commencement of lease: 50%
Cancellation by 3 days before commencement of lease: 75%
Thereafter: 100%
Should auviso have already made preparations or incurred other costs which exceed the cancellation costs, auviso can invoice the Customer for the actual expense.
19. Modifications to the leased property
The auviso corporate logos and lettering on the leased property must not be removed, pasted over, covered, or otherwise modified.
IV. SPECIAL SYSTEMS/SERVICES PROVISIONS
20. Services to be rendered by the contractor
Static calculations and expert reports of all kinds must be organised by the Customer at its expense.
Coordinating the various contractors shall be the Customer's responsibility or that of the construction site manager. Should auviso incur interruptions and obstacles to work for which auviso is not responsible as a consequence of services to be rendered by the Contractor, the activities which auviso has to undertake will be charged separately.
The Customer must apply for any licences and permits (e.g. TV rights, radio microphone licences, etc.).
21. Lead times and erection deadlines
The lead times and erection deadlines shall be extended accordingly if the Customer retrospectively changes the scope of work or fulfils its duty of cooperation inadequately, belatedly or not at all.
The same shall apply to deadline overruns by third-party suppliers and similar, which lead to delays to auviso's installation works.
22. Delivery of the work, inspection and notification obligations
Following delivery of the work the Customer must immediately inspect the work and inform auviso in writing within seven days at the latest of any defects. If the Customer omits immediate inspection and notification the work shall be deemed to be approved, concealed defects excepted.
Should the defects only come to light later (concealed defects), notification must be made immediately after discovery, otherwise the work shall be deemed to be approved with regard to these defects also. Any warranty, even for concealed defects, is excluded after the warranty period has expired. (Clause 26)
If such considerable defects are apparent on acceptance of the work that the work is unusable for or unacceptable to the Customer, the latter must refuse acceptance. In this case auviso shall undertake to rectify the work free of charge within an appropriate period. Should rectification be impossible or should auviso refuse such, the Customer may rescind the contract. In this case auviso shall not owe any compensation.
23. Rights to software
The industrial property rights to the software made available to the Customer, including source code, programme descriptions and written or mechanically legible documentation, shall remain with auviso. The Customer basically has no claim to any source code (and/or parts thereof) or programme descriptions.
24. Retention of title
Until payment in full by the Customer, auviso shall retain title to the equipment supplied.
auviso is entitled to cause the retention of title to be entered in the retention of title register.
26. Warranty periods
For all equipment and systems installed and supplied by it, auviso provides the following warranty:
- Equipment: warranty period according to the manufacturer's information
- Service guarantee: 12 months from acceptance
- Installation and programming warranty: 12 months from acceptance.
27. Scope of warranty
If a defect is present, the Customer can request free rectification only. auviso shall remedy the defect within an appropriate period and shall bear all the costs arising therefrom.
In the event of sale (excluding installation, etc.) of communications systems, the warranty merely includes free replacement of defective parts.
Reduction of the price is permissible only if rectification is unsuccessful and auviso refuses such.
28. Exclusion of warranty
Remedying of damage caused by force majeure, unusual usage or wear and tear, harmful environmental influences, incorrect use of the equipment, failure to observe the assembly, operating and maintenance instructions or unauthorised interventions by the Customer shall not, however, be covered by this warranty.
29. Liability for other damages
With the exception of liability for warranty claims, insofar as legally permissible any further liability on the part of auviso for direct or indirect loss, in particular consequential loss of any kind (interruptions to business, etc.) shall be expressly excluded.
Should existing systems and devices, etc., have been damaged during installation work, auviso shall be liable only for the costs of due and proper repair.
If the installation work was carried out by auviso and if damage occurs during construction and installation work due to the absence of accurate Customer plans (wiring diagrams, etc.), the Customer shall bear the cost of repair.
V. CONCLUDING PROVISIONS
30. Data protection
The Customer shall give its express consent to auviso processing and using data from the contractual relationship (e.g. photos, plans, static calculations). auviso may further use the fact of the contractual relationship and its specific activity as a reference, in tenders or at events, for example.
31. Escape clause
Should one of the provisions of these General Terms and Conditions of Business be invalid, void, or unfeasible, the remaining provisions shall remain unaffected and valid.
32. Applicable law and jurisdiction
The contract between the Customer and auviso shall be subject to Swiss law. The place of jurisdiction shall be at the seat of auviso audio visual solutions ag in Kriens/Lucerne, unless another, mandatory jurisdiction is present.
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